The Management Board of 7R S.A., with its registered office in Kraków at ul. Ludwinowska 7, 30-331 Kraków, entered in the Register of Entrepreneurs of the National Court Register maintained by the District Court for Kraków – Śródmieście in Kraków, 11th Commercial Division of the National Court Register, under KRS number 0000379632, Tax ID (NIP): 6772320831, National Business Registry Number (REGON): 120812966, paid-in capital: PLN 21,200,589.00 (twenty-one million two hundred thousand five hundred eighty-nine zlotys and 00/100) (hereinafter: “the Issuer”), hereby acting pursuant to Article 50(1)(3) and Article 51 of the Act of January 15, 2015, on Bonds (Journal of Laws of 2020, item 1208) (hereinafter: “Bonds Act”), on its own initiative convenes a meeting of bondholders of the series designated as Mount 1, issued on March 10, 2020 (hereinafter: “Bonds”), for which the rights and obligations of the Issuer and the bondholders are set forth in the document “Terms and Conditions of the Issue of MOUNT 1 Series Bonds Issued by 7R S.A. with its registered office in Kraków.”
The Bondholders’ Meeting will be held at the Issuer’s registered office, i.e., at ul. Ludwinowska 7, 30-331 Kraków. Participation in the Bondholders’ Meeting, including the exercise of voting rights, may take place using electronic means of communication, i.e., in the manner specified in Article 53(3) of the Bonds Act, via the Microsoft Teams system.
1. AGENDA AND ORDER OF BUSINESS OF THE MEETING
1.1. The purpose of the Bondholders’ Meeting will be to vote on amendments to the Terms and Conditions of the Issue, consisting of introducing the possibility of changing the owner of the investment certificates on which a pledge and a registered pledge have been established as security for the Bonds, as well as amendments resulting from the above change (maintaining the security in force, submitting a declaration of voluntary
submission to enforcement by the new pledgee). In connection with the ongoing reorganization process within the Issuer’s capital group, the Issuer intends for the new owner of the investment certificates to be 7R International B.V., with its registered office in Amsterdam, whose sole shareholder is the Issuer. The scope of the security provided for in the Terms and Conditions of the Issue will not change; only the pledgor will change.
1.2. The Bondholders’ Meeting will be held with the following agenda:
1. Opening of the Bondholders’ Meeting.
2. Election of the chairperson of the Bondholders’ Meeting.
3. Preparation and signing of the attendance list.
4. Confirmation that the Bondholders’ Meeting was properly convened.
5. Confirmation that the Bondholders’ Meeting has the capacity to adopt resolutions.
6. Approval of the agenda of the Bondholders’ Meeting.
7. Adoption of a resolution regarding the amendment of the terms and conditions of the Bond issue.
8. Closing of the Meeting.
1.3. Draft resolutions of the Bondholders’ Meeting will be available at the Issuer’s registered office. Bondholders interested in participating in the Bondholders’ Meeting are requested to contact the Issuer to review the draft resolutions and details regarding the organization of the Bondholders’ Meeting at the email addresses provided later in this announcement.
1.4. A Bondholder has the right to request copies of documents relating to matters on the agenda, including draft resolutions, in accordance with Section 1.2 above. Such a request should be addressed to the Issuer. If such a request is made, copies of the relevant documents will be provided to the Bondholder no later than 7 days prior to the date of the Bondholders’ Meeting. Copies of the documents may be sent to the Bondholder in electronic form to the email address provided by the Bondholder.
2. RIGHT TO PARTICIPATE IN THE BONDHOLDERS’ MEETING
2.1. Each Bondholder who intends to participate in the Bondholders’ Meeting is required to submit, to the Issuer’s registered office, at least 7 days prior to the Bondholders’ Meeting (i.e., by June 28, 2021), a deposit certificate issued in accordance with Article 9 of the Act of July 29, 2005, on Trading in Financial Instruments, confirming the establishment of a freeze on the Bonds until the Business Day immediately following the Date of the Bondholders’ Meeting (i.e., July 6, 2021) or until the date of return of the certificate to the issuer (hereinafter: “Deposit Certificate”). The Deposit Certificate may not be collected before the conclusion of the Bondholders’ Meeting.
2.2. The bondholders who will be entitled to participate in the Bondholders’ Meeting are those who submit registered depositary receipts by the deadline, in accordance with section 2.1 above.
2.3. The Issuer will make the list of Bondholders entitled to participate in the Bondholders’ Meeting available at its registered office three business days prior to the date of the Bondholders’ Meeting. Bondholders have the right to review the list and to request a copy thereof, either upon reimbursement of the costs of preparing or sending the list, or free of charge to the email address provided by the Bondholder.
2.4. Bondholders may attend the Bondholders’ Meeting in person or through a proxy. The granting and revocation of a power of attorney must be in writing to be valid.
2.5. A member of the Issuer’s governing bodies, an employee of the Issuer, a member of the governing bodies of an entity exercising control over the Issuer, or an employee of such an entity may not act as a proxy for a Bondholder. The provisions governing the exercise of voting rights by a proxy apply mutatis mutandis to the exercise of voting rights by another representative.
2.6. A Bondholder planning to attend the Bondholders’ Meeting in person should present:
2.6.1. Deposit Certificate and
2.6.2. in the case of a Bondholder who is not a natural person – an extract (or information equivalent to a current extract) from the National Court Register, an extract from the Investment Funds Register, or another relevant register (not older than one month) applicable to the Bondholder, and the identification card(s) of the person(s) representing the Bondholder; or 2.6.3. in the case of a Bondholder who is a natural person – the Bondholder’s ID card.
2.7. A bondholder who plans to participate in the Bondholders’ Meeting through a proxy (in which case personal attendance is not required) should submit:
2.7.1. Deposit Certificate and
2.7.2. in the case of a Bondholder that is not a natural person—an extract (or information equivalent to a current extract) from the National Court Register, an extract from the Investment Funds Register, or another relevant register (not older than one month) applicable to the Bondholder; and 2.7.3. an identity card (identity cards) of the person(s) representing the Bondholder; and
2.7.4. A power of attorney confirming the authority.
2.8. Each Bondholder entitled to participate in the Bondholders’ Meeting in accordance with Section 2.1 of this notice shall be entitled to participate in the Bondholders’ Meeting via electronic means of communication.
2.9. An eligible Bondholder or their Proxy may participate in the Bondholders’ Meeting remotely using electronic means of communication, which include:
2.9.1. real-time two-way communication between the Bondholder or its Authorized Representative and the Bondholders’ Meeting;
2.9.2. the exercise by the Bondholder or his or her Proxy of voting rights during the Bondholders’ Meeting.
2.10. Participation in the Bondholders’ Meeting via electronic means takes place through a dedicated IT platform.
2.11. Bondholders or their Proxies who choose to participate in the Bondholders’ Meeting remotely via electronic means of communication assume all risks associated therewith, in particular those resulting from the inability to receive the broadcast, communicate in real time, or exercise voting rights during the Bondholders’ Meeting due to failures or disruptions in the transmission of the used connections. 2.12. The Issuer shall communicate exclusively via the following email address with Bondholders wishing to participate in the Bondholders’ Meeting remotely using electronic means of communication: [email protected];
2.13. No later than June 28, 2021, a Bondholder intending to participate in the Bondholders’ Meeting via electronic means of communication must send the following to the Issuer at the email address: [email protected]; 2.13.1. a statement, completed and signed by the Bondholder, scanned into PDF format, regarding the intention to participate in the Bondholders’ Meeting remotely via electronic means of communication, prepared in accordance with the template set forth in Appendix 1 (“Statement”);
2.13.2. A scan of an identity document sufficient to identify the Bondholder, including the series and number of the ID card or passport and the PESEL number. If the Bondholder is a legal entity or an organizational unit that is not a legal entity, a scan of an extract from the relevant register or a scan of another document confirming the authority of the persons acting on behalf of that entity. If any of the above-mentioned documents is drawn up in a language other than Polish, a translation of the aforementioned documents into Polish, prepared by a certified translator, is required;
2.13.3. if the Bondholder appoints a Proxy to participate in the Bondholders’ Meeting remotely, a scan of the power of attorney and a scan of the Proxy’s identification document sufficient to identify the Proxy, indicating the series and number of the ID card or passport and the PESEL number;
2.13.4. following successful verification of the Bondholder’s eligibility and any power of attorney that may have been granted, the Issuer will send the Bondholder or their Proxy, to the email address provided by the Bondholder in the Statement, detailed instructions on how to register for the IT platform enabling remote participation in the Bondholders’ Meeting via electronic means of communication, along with any login and initial password. To facilitate the organization of the Bondholders’ Meeting, the Issuer requests that requests for access to the documents referred to in sections 1.3–1.4, 2.2 above, as well as scans of powers of attorney and documents referred to in sections 2.6.1–2.6.2 or 2.7.1–2.7.2 and 2.7.4 above, to the following email address: [email protected], by 10:00 PM on June 28, 2021. Detailed rules regarding the conduct of and participation in the Bondholders’ Meeting are set forth in the terms and conditions of the Bond issue, and in matters not covered by the terms and conditions of the Bond issue—in the Act on Bonds.
